EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT, dated as of July 25, 2000
(the "Amendment"), is entered into between Telxon Corporation, a Delaware
corporation (the "Company"), and Computershare Investor Services, LLC,
successor agent to Harris Trust and Savings Bank ("Harris"), as Rights
Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to that
certain Rights Agreement, dated as of August 25, 1987, as amended and
restated as of July 31, 1996 (the "Rights Agreement");
WHEREAS, pursuant to an agreement between the Company and the
Rights Agent, effective July 1, 2000, the Rights Agent was appointed as
successor Rights Agent to Harris;
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with the provisions of Section 27 thereof;
and
WHEREAS, this Amendment has been approved by the Board of
Directors of the Company.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereto agree as follows:
1. A new Section 34 shall be added to the Rights Agreement
which shall read as follows:
Section 34. Exception. Notwithstanding any provision of this
Agreement to the contrary, each of TX Acquisition Corporation, a
Delaware corporation ("Sub"), and Symbol Technologies Inc., a
Delaware corporation ("Symbol"), is deemed to be an Exempt Person
pursuant to Section 1(K)(v), and is deemed not to be an Acquiring
Person, solely as a result of the execution, delivery or performance
of the Agreement and Plan of Merger, dated as of July 25, 2000, among
Symbol, Sub and the Company (the "Merger Agreement"), nor shall the
consummation of the transactions contemplated thereby, including the
Merger (as defined in the Merger Agreement), constitute a Triggering
Event or cause a Distribution Date to occur; provided, however,
that the approval of Symbol and Sub as an Exempt Person contained
herein is granted solely for purposes of consummating the specific
transactions contemplated by the Merger Agreement and is expressly
limited thereto.
2. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Rights Agreement.
3. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State, without regard to
the principles of conflicts of laws thereof.
4. This Amendment may be executed in any number of
counterparts. It shall not be necessary that the signature of or on behalf
of each party appears on each counterpart, but it shall be sufficient that
the signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement.
5. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed
in all respects and shall continue in full force and effect.
6. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment and of the Rights
Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year
first above written.
TELXON CORPORATION
By: /s/ John W. Paxton, Sr.
---------------------------
John W. Paxton, Sr.
Chairman of the Board, President and Chief
Executive Officer
COMPUTERSHARE INVESTOR SERVICES, LLC
By: /s/ Michael J. Lang
-----------------------------
Michael J. Lang
Vice President
